These Terms of Service (“Terms”) constitute a legally binding contract between you or the entity you represent (the “Customer” or “YOU” or “YOUR”) and Investment Management Technology Corporation (“IMTC”), and set forth the terms and conditions that govern YOUR use of this web site (the “Site”) and the software services provided by IMTC (collectively, the “Services”). If YOU and IMTC enter into a licensing or service agreement for the use of IMTC’s Services, such agreement will control YOUR relationship with IMTC. By clicking an “AGREE” or similar button, or by accessing or using the Services, YOU accept and agree to be bound by these Terms. If YOU do not agree to be bound by the Terms, YOU may not access or use the Services. IMTC reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Please review the Terms periodically. If YOU continue to use the Services after any such changes, with or without notice, YOU will be considered to have consented to them. IMTC also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof). IMTC shall not be liable to any Customer or third-party for any such modification, suspension or discontinuance except as expressly provided herein.
YOU acknowledge and agree that the Services are protected by copyright, trade secret, and other intellectual property laws. IMTC hereby grants YOU a personal, limited, non-exclusive, nontransferable, and revocable license to access and make personal use of the Services provided YOU comply with these Terms. YOU may not download (other than page caching), or modify any portion of this Site, except with the express written consent of IMTC. The license to use the Services does not include any resale or commercial use of the Services or their contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. IMTC does not grant any license or other authorization to any Customer of any trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Site.
In consideration of YOUR use of the Services, YOU agree: (a) to provide true, accurate, current and complete information about yourself as prompted by the registration form; (b) to maintain and update this information to keep it true, accurate, current and complete; (c) not to provide, make available to, or permit other individuals to use or access the Services through YOUR subscription account and that YOU will be responsible for any unauthorized activity of the Services; (d) not to modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Services; (e) not remove any proprietary notices, marks or labels on the Services; (f) not license the Services if YOU are a direct competitor of IMTC or its affiliated entities for the purpose of monitoring the Service’s availability, performance, or functionality or for any other benchmarking or competitive purposes; (g) not use the Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (h) not use the Services to store or transmit malicious code; or (i) not to interfere with or disrupt the integrity or performance of the Services.
If any information provided by YOU is untrue, inaccurate, not current or incomplete, or if YOU share YOUR login information with third parties and allow them to access or use the Services through YOUR subscription account, or if YOU violate these Terms in any other way, IMTC has the right to terminate YOUR account and refuse any and all current or future use of the Services.
YOU acknowledge and agree that the Services are provided on a subscription basis. All payments made under these Terms shall be in United States dollars, and your account will be debited when YOU subscribe and provide your payment information. The fees for YOUR subscription shall be at IMTC’s then standard rates or otherwise conveyed to YOU by IMTC. If YOU fail to pay in accordance with the payment terms, or if YOUR payment and registration information is not accurate, current, or complete, and YOU do not notify IMTC promptly when such information changes, IMTC shall be entitled, at its sole discretion to (a) suspend provision of the Services temporarily until YOU fulfill your pending obligations, or (b) terminate YOUR account and refuse any further use of the Services.
IMTC may automatically renew YOUR monthly, quarterly, or annual subscription at the then current rates, unless the Services are cancelled before the end of the subscription period; or unless Services are terminated as per the Terms of this Agreement. Upon termination or cancellation of services, access to IMTC’s Services will be immediately revoked. YOU agree that except as provided herein, the subscription is non-refundable once paid.
YOU hereby confirm that IMTC can rely on the name and address that YOU provide when YOU register an account to use the Services or in connection with YOUR payment method as being the place of supply for sales tax purposes. While IMTC does retain a service for sales tax processing, YOU are fully responsible for all taxes and fees of any nature associated with the Services, including any sales or use tax related to the purchase of the Services. Please contact YOUR state’s department responsible for the administration of the sales and use tax for information on what sales or use tax is due and how to report and pay such.
IMTC shall not be liable for any taxes or fees to be paid in accordance with or in connection with the purchase and use of the Services.
Current market data, including prices, quotes, ratings and other financial information may be provided by ICE, S&P Capital IQ, TRACE, EMMA and Moody’s. Daily updates of prices and quotes are based on the end-of-day prices received from third-party data contributors at the close of previous trade day.
IMTC IS NOT IN THE BUSINESS OF PROVIDING LEGAL, FINANCIAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL SERVICES OR ADVICE. MARKET QUOTES AND CERTAIN OTHER INFORMATION ON THIS SITE, AS WELL AS REFERENCE MATERIALS OR LINKS TO OTHER SITES, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE RELIED UPON AS INVESTMENT ADVICE. BEFORE MAKING ANY DECISION OR EXECUTING ANY TRANSACTION IN A SECURITY BASED ON INFORMATION FROM THIS SITE, YOU SHOULD CONSULT WITH A COMPETENT FINANCIAL PROFESSIONAL TO DETERMINE WHETHER SUCH TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR INDIVIDUAL INVESTMENT NEEDS AND TO VERIFY PRICING INFORMATION. NEITHER IMTC NOR ANY OF ITS DATA OR CONTENT PROVIDERS (INCLUDING BUT NOT LIMITED TO ICE, S&P CAPITAL IQ, TRACE, EMMA, MOODY’S, OR OTHERS) GUARANTEES THE ACCURACY, COMPLETENESS, OR TIMELINESS OF INFORMATION ON THIS SITE, AND THEY SHALL NOT BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON.
The IMTC solution allows Customers to analyze fixed income investments of their choosing according to evaluation approaches and formulas developed by a number of outside experts (the "Expert Approaches"). The Expert Approaches are made available to Customers to allow them to compare different fixed income investments based on various financial indicators, including return on investment, risk or duration. The IMTC solution does not produce results that are personalized to the individual investment needs of any particular Customer. In addition, these results are not intended, and should not be viewed, as providing investment advice that the purchase or sale of a particular security is appropriate or suitable for the Customer. The Expert Approaches are based on strategies that have been developed solely by the respective outside experts, and IMTC does not monitor, review, or otherwise endorse any expert approach or the use of it by a Customer.
YOUR use of the Services, including any applets, software, and content contained therein, is entirely at your own risk. THE SERVICES ARE PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMTC, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SERVICES AND RELATED MATERIALS INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. IMTC DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE SITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. IMTC DOES NOT WARRANT THAT THE SITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SITE WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON THE SERVICES AND THEIR CONTENT. IMTC IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT WILL IMTC AND ITS SUPPLIERS HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IMTC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; AND (II) THE ENTIRE AGGREGATE LIABILITY OF IMTC AND ITS SUPPLIERS AND THE SOLE REMEDY AVAILABLE TO THE CUSTOMER IN ANY CASE IN ANY WAY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR ANY PRODUCT OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THE SERVICES AND MONETARY DAMAGES THAT IN THE AGGREGATE MAY NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAYABLE OR PAID TO IMTC BY CUSTOMER UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRIOR TO THE TERMINATION OF SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IMTC AND YOU. IMTC WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.
YOUR privilege to use or access the Services may be terminated by IMTC immediately and without notice if YOU fail to comply with any term or condition of the Terms. Upon such termination, YOU must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. ANY FEES PAID FOR YOUR THEN-IN-EFFECT SUBSCRIPTION PERIOD SHALL NOT BE REFUNDED. Furthermore, YOU acknowledge that IMTC reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny YOUR ability to access the Site. YOU understand that IMTC may exercise this right in its sole discretion.
YOU agree to defend, indemnify and hold IMTC and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from YOUR use of the Services or the placement or transmission of any message, information, software or other materials through the Services by YOU or users of YOUR account or related to any violation of these Terms by YOU or users of YOUR account.
Relationships. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Nothing in these Terms creates an exclusive relationship or in any way prevents IMTC from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.
Data Usage. By use of our services, YOU understand and acknowledge that IMTC is free to use some or all of the data, information, techniques, methodologies, forms, layouts or results of any of the products or services provided by IMTC hereunder in providing products or services to other customers and nothing in these Terms shall be construed to limit IMTC’s right to do so.
Customer Confidential Information. IMTC recognizes that YOU may provide Confidential, Personal, or otherwise Sensitive Non-Public Information. To protect this Confidential Information, IMTC shall:
Notwithstanding, a Customer’s Confidential Information may be disclosed as necessary to conduct regular operations to IMTC’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
Additionally, Confidential Information may be required to be disclosed by any law or regulation, or by any judicial or governmental order or request. If IMTC is compelled to disclose any confidential Information, IMTC shall provide YOU with reasonable notice and an opportunity to protect YOUR Confidential Information from such a compelled disclosure, to the extent it is practicable and legally possible to do so.
Third Parties. If YOU use any third-party service with the Services (including services that may use any application programming interface (API) provided by IMTC), the Customer acknowledges that the third-party service may access or use YOUR information. IMTC will not be responsible for any act or omission of the third-party, including such third-party’s use of YOUR information. YOU agree to contact the third-party service provider for any issues arising from YOUR use of the third-party service.
Compliance with Applicable Laws. The Services are protected by intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property and export laws. Customer agrees that it shall use the Services and shall perform all obligations under these Terms in a manner that complies with all applicable laws applicable to Customer and its use of the Services and any published documentation, including, but not limited to, any and all contractual, statutory, or common law rights and obligations and applicable restrictions concerning intellectual property rights. The Services provided to Customer hereunder may be subject to U.S. control laws and regulations and may also be subject to other applicable import and export laws. Customer agrees that it shall abide by all applicable export control laws, rules and regulations applicable to its use of the Services. No software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Services, Customer represents and warrants that he is not located in, under the control of, or a national or resident of, any such country or on any such list.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. The waiver of any breach or provision of these Terms will not be deemed a waiver of any different or subsequent breach.
These Terms are governed by and will be construed using the laws of New York, without giving effect to conflict of law provisions or to constructive presumptions favoring either party, except that the Uniform Computer Information Transactions Act shall not apply to these Terms. All actions arising out of or relating to these Terms will be heard and determined exclusively by the state and federal courts located in the Southern District of New York and the parties hereby consent to and waive any objections with respect to such jurisdiction and venue.
The provisions of these Terms are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of the Terms will not be affected, and the parties consent to such court’s substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.